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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1994
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-15311
EAGLE FINANCIAL CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 06-1194047
________________________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Main Street, Bristol, Connecticut 06010
________________________________________ ____________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 589-6300.
Securities registered pursuant to Section 12(b) of the Act:
(Not applicable)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
_____________________________
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. |X|
Based upon the closing price of the registrant's common stock as of
December 20, 1994, the aggregate market value of the voting stock held by
non-affiliates of the registrant is $69.8 million.*
The number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date is:
Class: Common Stock, par value $.01 per share.
Outstanding at December 9, 1994: 4,002,697 shares.
Documents Incorporated By Reference:
Part II:
Annual report to shareholders for the fiscal year ended September 30,
1994.
Part III:
Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on January 24, 1995.
_____________________
* Solely for purposes of this calculation, all executive officers and
directors of the registrant, Employee Stock Ownership Plan and all
shareholders reporting beneficial ownership of more than 5% of the
registrant's common stock are considered to be affiliates.
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PART II
Item 8 of the Registrant's Form 10-K is hereby amended to read as
follows:
Item 8. Financial Statements and Supplementary Data
Certain of the information required by this Item is incorporated by
reference to pages 15 to 37 of the 1994 Annual Report to Shareholders, except
for Note 6 to the Consolidated Financial Statements captioned "Loans to Related
Parties" appearing on page 25 of such report, which is not so incorporated. Note
6 to the Consolidated Financial Statements is restated in its entirety to read
as follows:
6 Loans to Related Parties
The Bank has granted loans to officers and directors of the Bank and
the Company and to their associates. Related party loans are made on
substantially the same terms as those prevailing at the time for
comparable transactions with unrelated persons, except that prior to
fiscal year 1991 officers and directors were granted a 1% discount on
the interest rate for mortgage and property improvement loans.
Management believes that these loans do not involve more than the
normal risk of collectibility.
The aggregate dollar amount of loans to officers and directors
(exclusive of loans to any such persons which did not exceed $60,000
during the year) amounted to $4,892,000 and $2,936,000 at September 30,
1994 and 1993, respectively. During 1994, $2,627,000 of new loans were
made and repayments totaled $671,000. During 1993, $556,000 of new
loans were made and repayments totaled $523,000. All loans to officers
and directors were current at September 30, 1994.
The independent auditors' report of Ernst & Young LLP with respect to the
Company's statements of income, shareholders' equity and cash flows for the year
ended September 30, 1992 and the independent auditors' report of KPMG Peat
Marwick LLP with respect to the Company's balance sheets at September 30, 1994
and 1993 and the statements of income, shareholders' equity and cash flows for
the years ended September 30, 1994 and 1993 are filed as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
PART III
Item 13 of the Registrant's Form 10-K is hereby amended to read as
follows:
Item 13. Certain Relationships and Related Transactions
Reference is made to the information set forth under the caption
"Management -- Certain Transactions" appearing in the Company's definitive proxy
statement dated December 27, 1994, which information is incorporated herein by
reference. In addition, Eagle Federal Savings Bank (the "Bank") also
participated with two unaffiliated financial institutions in a commercial
mortgage loan to a company owned by a director of the Registrant and the Bank.
The Bank's participation interest was 26%, or $2.3 million, of such commercial
mortgage loan at September 30, 1994. It is the belief of Registrant's management
that such commercial mortgage loan, and the Bank's participation therein, was
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized as of the 20th day
of January, 1995.
EAGLE FINANCIAL CORP.
_______________________________
Registrant
By: /s/ Mark J. Blum
_______________________________
Mark J. Blum
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Exhibit Page
- - ----------- --------- ------------
23.2 Consent of KPMG Peat Marwick LLP.
99.2 Independent auditors' report of KPMG Peat Marwick LLP.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Eagle Financial Corp.:
We consent to the incorporation by reference in the registration statements
(Nos. 33-28403 and 33-46092) on Form S-8 of Eagle Financial Corp. and subsidiary
and to the use of our report dated November 18, 1994, included herein, relating
to the consolidated balance sheets of Eagle Financial Corp. and Subsidiaries as
of September 30, 1993 and 1994, and the related consolidated statements of
income, shareholders' equity, and cash flows for the years then ended.
Our report dated November 18, 1994, contains a paragraph that states that the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, in 1994 and that the Company also
changed its method of accounting for income taxes in 1994 to adopt the
provisions of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes.
KPMG PEAT MARWICK LLP
Hartford, CT
January 20, 1995
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EXHIBIT 99.2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Eagle Financial Corp.:
We have audited the accompanying consolidated balance sheets of Eagle Financial
Corp. and subsidiaries as of September 30, 1994 and 1993, and the related
consolidated statements of income, shareholders' equity and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Eagle Financial
Corp. and subsidiaries as of September 30, 1994 and 1993, and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
As discussed in Note 16 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, in 1994. As discussed in Notes 1
and 12 to the consolidated financial statements, the Company also changed its
method of accounting for income taxes in 1994 to adopt the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes.
KPMG PEAT MARWICK LLP
Hartford, CT
November 18, 1994
